CALGARY, AB, April 14, 2024 /CNW/ – Parkland Corporation (“Parkland”, “we”, the “Company” or “us”) (TSX: PKI), announced its determination that a strategic review is unnecessary and does not take into account the best interests of the majority. of our shareholders. The Parkland Board of Directors (the “Board”) continually evaluates opportunities to improve and maximize shareholder value. The current call for a strategic review represents another attempt by Simpson Oil Limited (“Simpson”) to circumvent established corporate governance without considering the interests of all shareholders.
In 2023, while having candidates on our board of directors, Simpson solicited a potential sale of Parkland at a valuation significantly below the intrinsic value of the Company. The Company has retained legal and financial advisors and has conducted a thorough evaluation of the proposed transaction. Additionally, the board established a special committee and engaged its own independent advisors.
“After careful consideration, the Board has determined that this alternative would not serve the best interests of the Company and its shareholders,” said Steven Richardson, Chairman of the Board of Directors. “The Parkland Board of Directors carries out its responsibilities in the best interests of all shareholders, not at the direction of any one.”
Parkland provides additional context to support its determination that a strategic review is not necessary.
Simpson reverses position on successful parks strategy
Before Simpson removed its nominees from the board of directors, they have participated in the development of Parkland’s strategy and plans which, after a period of significant acquisitions, are currently aimed at capturing synergies, driving organic growth and improving the return for shareholders. This strategy, and the clear and disciplined capital allocation framework on which it is based, were presented at the Company’s 2023 Investor Day and received the strong support of the majority of shareholders. The significant increase in the share price through 2023 demonstrates the effectiveness of our current strategic direction.
Simpson is in violation of the shareholder governance agreement
Although the Board values and welcomes the views of shareholders, it must act in the best interests of the Company and all of its shareholders. In accordance with this obligation, the Company has entered into a governance agreement with Simpson dated January 8, 2019 (the “Governance Agreement”) where Simpson agreed on a series of provisions to ensure that Simpson would not be able to exercise undue influence and control over Parkland in pursuit of its own interests.
It became clear that Simpson fails to comply with its obligations under the governance agreement in a manner that negatively impacts the interests of shareholders and other stakeholders. Parkland will implement the terms of the governance agreement while remaining willing to engage with Simpson. A copy of the Governance Agreement is available on Parkland’s SEDAR+ profile at www.sedarplus.ca.
Parkland is committed to maximizing shareholder value
Parkland’s Board of Directors always remains open to exploring opportunities that would provide maximum value to all shareholders. The Council has endeavored to engage in constructive dialogue with Simpson through personal meetings, calls and correspondence, all based on the principles of fiduciary responsibility, good governance and acting in the best interests of all shareholders.
About Parkland Company
Parkland is an international fuel marketer, distributor and convenience retailer operating in 26 countries across the Americas. We serve over a million customers every day. Our retail network meets the fuel and convenience needs of everyday consumers. Our business operations provide businesses with industrial fuels so they can better serve their customers. In addition to meeting our customers’ needs for essential fuels, we offer a range of choices to help them reduce their environmental impact. These include the sourcing, manufacturing and blending of renewable fuels, carbon trading and renewable energy, solar power and ultra-fast charging of electric vehicles. With around 4,000 retail and commercial outlets across Canada, United Statesand the Caribbean region, we have developed sourcing, distribution and trading capabilities to accelerate growth and business performance.
Our strategy is built around two pillars: our Customer Advantage and our Supply Advantage. Through our customer advantage, we aim to be our customers’ first choice, cultivating their loyalty through exclusive brands, differentiated offerings, our extensive network, competitive pricing, reliable service and our compelling loyalty program. Our sourcing advantage is based on achieving the lowest cost of service among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale and deep sourcing and logistics capabilities. Our business is built on our people and our values of safety, integrity, community and respect, which are deeply rooted in our organization.
Forward-looking statements
Certain statements contained in this press release constitute forward-looking information and statements (collectively, “forward-looking statements”). When used in this press release, the words “aim”, “continue”, “will”, “would” and similar expressions are intended to identify forward-looking statements. In particular, this press release contains forward-looking statements regarding, among other things, the evaluation of opportunities to enhance and maximize shareholder value, Parkland’s strategy and business plans, Parkland’s contractual rights and their application, including governance conditions. Parkland Agreement and Customer Benefit.
These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and undue reliance should not be placed on the forward-looking statements included in this press release. These forward-looking statements speak only as of the date of this press release. Parkland undertakes no obligation to publicly update or revise any forward-looking statements, except as required by securities laws. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties, including, but not limited to: general economic, market and business conditions; Parkland’s ability to execute its business strategy; action of other companies; and other factors, many of which are beyond Parkland’s control. See also the risks and uncertainties described under the headings “Cautionary Note Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form, and under the headings “Forward-Looking Information” and “Risk Factors” in the Parkland MD&A. and analysis for the most recent fiscal year, each as filed on SEDAR+ and available on Parkland’s website at www.parkland.ca. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
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SOURCE Parkland Company
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